PPSR Masterclass: Session 1 - Transitional or Migrated Securities with Rhonda Arnott Now is the time to ensure that your clients’ migrated and transitional security interests are fully protected. A failure to act will result in securities being lost. Join this session with Rhonda to understand the ‘find and claim’ process and the change in priority rules that apply from 31 January 2014 when the transitional period expires. For all the upcoming Encompass webinars, click here: http://www.encompasscorporation.com/encompass-webinars

1. PPSR
Masterclass
Transitional or
Migrated
Securities: Use it
or lose it!
Starting at 12pm AEST
All attendees will be set to mute to
avoid background interference.
If you are having audio issues, try
changing your settings or type a
message in the chat window for us to
assist you.
Please ask questions by typing into
the chat window shown.
All questions and answers will be
covered in the webinar for the entire
audience

2. PPSR Masterclass
Transitional or Migrated Securities:
Use it or lose it!
12.00 - 12.45pm with Rhonda
Arnott

3. Your Host
Your hosts: Encompass | SAI Global
Polls: During the webinar I will be asking
you to take some polls so we can
understand your interests.
Questions: Please type your questions in
the chat box and we will try to address as
many of them as we can during this
webinar.
Tamarind Leigh Begley
SAI Global

4. Your Presenter
In more than 15 years of legal practice,
Rhonda has advised and represented a
large range of national and international
clients, in capital raisings, corporate
restructures, mergers and acquisitions.
Rhonda also advises boards and internal
committees in relation to corporate
governance, conflicts of interest, related
party transactions, continuous disclosure
and compliance with the PPSR,
Corporations Act and ASX Listing Rules.

5. PPSA
Migrated Securities
Transitional Securities
Find & Claim
Priority Rules
Recent Cases
Conclusions

6. Personal Property Securities Act 2009 (Cth)
• Commenced 30
January 2012 (RCT)
• 2 year Transitional
Period
• Expires 30
January 2014

7. Migrated Securities
• Migrated 23
Commonwealth, State
and Territory Registers
• 4.7 million registrations
in total migrated
• 95% ASIC
• Problems with
Migration

8. Transitional Security Interests (TSI)
• Migrated securities
• Transitional Security Interests
also include:
• Previously not considered
security
• Previously no register
• Example:
– ROT
– PPS Leases
– Consignment

9. Perfection of TSI
• Temporary Perfection:
• Section 322 PPSA:
• Deemed to have
perfection:
• From immediately
prior to RCT (30 Jan
2012)
• Until either:
– Perfection under
PPSA; or
– 24 months after
RCT (i.e. 30 Jan
2014)

10. Migrated Securities - Find & Claim
PPS Register - migrated
given SPG Number
Preliminary Steps:
– Create an account
with PPSR
– Given access to
Find & Claim
– Create New SPG:
SPG Number and
Access Code

11. Process Find & Claim
1.Find: Selecting Migrating Register

12. Process Find & Claim (Continued)
2. Select mode, status (unclaimed SPG), Enter Name/ABN/ACN
Tips: Wildcard search, e.g. *Business*

13. Process Find & Claim (Continued)
CLAIM:
• Select Securities
• Claim: Enter Target (new) SPG
Number and Access Code and
Email
• Receive: Verification Statement,
Token
Tip:
Mistakenly Claim cannot
unclaim (Notify National Service
Centre, Snr Business Office)

14. Post Transition - 31 Jan 2014
Migrated Securities
are TSI – remain
perfected – ss330
and 331
Necessity of Find &
Claim – correct
details – security not
defeated
Transitional Securities
NOT Migrated
Lose deeming perfection
Unperfected/unsecured

15. Priority Rules: Transitional Securities Interests 30 Jan 2014
S 320 PPSA
Explanation of priorities involving transitional security interests
Item
The following security
interest
Has priority
over
Because.
1.
a perfected TSI
an unperfected
security interest
(including a TSI)
Section 55(3).
2.
a perfected TSI
a perfected
security interest
that is not a TSI
Sections 55(5), 322
and 322A
3
an unperfected TSI
unperfected
security interest
that’s NOT TSI
Section 55(2) and 321
4
an unperfected TSI
unperfected TSI
Section 55(3)

16. New Rules Priority: Post Transitional Period: 31 Jan 2014
Explanation of priorities involving security interests
Item
The following security
interest
Has priority
over:
Because:
1.
Perfected Security
Interest
Security Interest
Perfected later in
time
Sections 55(4) & (5)
2.
Perfected Security
Interest
Unperfected
Security Interest
(including TSI)
Section 55(3)
3.
Unperfected Security
Interest
Unperfected
Security Interest
that attached
later in time
Section 55(2)

17. Case: Re: Maiden Civil
In the matter of Maiden Civil (P&E) Pty
Ltd, Richard Albarran & Claire
Alexander Pleash as Receivers &
Mangers of Maiden Civil (P&E) Pty Ltd
& Ors v Queensland Excavation
Services Pty Ltd & Ors [2013] New
South Wales Supreme Court 852
Facts:
• Westpac/Esanda financed QES
purchase Caterpillar machinery
• Machinery leased Maiden in MayAugust 2010 (Pre PPSA)
• QES did not register interest after
30/1/2012

18. Case: Re: Maiden Civil - Continued
Facts:
• May 2012 Maiden entered GSA Fast
Financial Solution (ALLPAP)
Registered
• July 2012
Receivers/administration/liquidation
On the face:
Transitional PPS Lease (temporary
perfection) v perfected Security interest
(ALLPAP)

19. Case: Re: Maiden Civil - Continued
Is it deemed perfection?
• Lease was registerable at time
created (NT Register of Motor
Vehicles)
• Section 322(3) PPSA & Reg 9.2
(2010 Regs) - Specific Exemption Not TSI & no deemed perfection
Fast Won:
Perfected Security Interest (GSA) v
Unperfected TSI

20. Take Outs
• If could have been registered at RCT and
not - not benefit from temporary perfection
• Unregistered interest Lessor lose to Lessee
– nemo dat
• Financiers register own interest insist
Borrower required to register where parts
with possession
• Danger relying transitional provisions soon
be unavailable

21. Conclusion
Find & Claim:
Migrated securities
Perfect/Register all
other Transitional
Securities

22. Contact Details
Rhonda Arnott
B2B Lawyers
Rhonda.Arnott@B2Blaw.com.au
Ph: +61 3 8602 4000
Thank You